##### Table of Contents



FORM 10-Q
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 28, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission
file number 1-7872
 
 BREEZE-EASTERN CORPORATION
  Delaware
(State or other jurisdiction of 
incorporation or organization) 
700 Liberty Avenue 
Union, New Jersey
(Address of principal executive offices)
    
    95-4062211
(I.R.S. employer
identification no.)
07083
(Zip Code)
  þ o
  Large accelerated filer oAccelerated filer þNon-accelerated filer o(Do not check if a smaller reporting company)Smaller reporting company o o þ




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##### 



INDEX
 Page No.PART 1
    
    Financial InformationItem 1.
    
    Condensed Financial Statements (Unaudited)
    
    3Condensed Statements of Consolidated Operations Three and Six Month
Periods Ended September 28, 2008 and September 30, 2007 (Unaudited)
    
    4Condensed Consolidated Balance Sheets
September 28, 2008 (Unaudited) and March 31, 2008
    
    5Condensed Statements of Consolidated Cash Flows Three Month Periods Ended
September 28, 2008 and September 30, 2007 (Unaudited)
    
    6Notes to Condensed Consolidated Financial Statements (Unaudited)
    
    7  18Item 2.
    
    Managements Discussion and Analysis of Financial
Condition and Results of Operations
    
    1830Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    30Item 4.
    
    Controls and Procedures
    
    30-31PART II.
    
    Other InformationItem 1.
    
    Legal Proceedings
    
    31Item 1A.
    
    Risk Factors
    
    31Item 2.
    
    Unregistered Sale of Equity Securities and Use of Proceeds
    
    31Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    3132Item 6.
    
    Exhibits
    
    32SIGNATURES
    
    32EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32EX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32: CERTIFICATION
  2




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PART I. FINANCIAL INFORMATION
 
 Item 1. CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
   3




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BREEZE-EASTERN CORPORATION
CONDENSED STATEMENTS OF CONSOLIDATED OPERATIONS
(UNAUDITED)
(In Thousands of Dollars, Except Share and Per Share Data)
 Three Months Ended
    
    
    Six Months EndedSeptember 28, 2008
    
    
    September 30, 2007
    
    
    September 28, 2008
    
    
    September 30, 2007Net sales
    
    $
    14,507
    
    
    $
    17,240
    
    
    $
    28,475
    
    
    $
    33,495Cost of sales
    
    
    8,637
    
    
    
    10,006
    
    
    
    16,583
    
    
    
    19,844Gross profit
    
    
    5,870
    
    
    
    7,234
    
    
    
    11,892
    
    
    
    13,651General, administrative and selling expenses
    
    
    4,636
    
    
    
    4,953
    
    
    
    8,863
    
    
    
    9,355Interest expense
    
    
    385
    
    
    
    892
    
    
    
    824
    
    
    
    1,824Other expense  net
    
    
    51
    
    
    
    55
    
    
    
    88
    
    
    
    69Loss on extinguishment of debt
    
    
    551
    
    
    
    
    
    
    
    551
    
    
    
    Income before income taxes
    
    
    247
    
    
    
    1,334
    
    
    
    1,566
    
    
    
    2,403Income tax provision
    
    
    104
    
    
    
    533
    
    
    
    658
    
    
    
    961Net income
    
    $
    143
    
    
    $
    801
    
    
    $
    908
    
    
    $
    1,442Earnings per share:Basic:Net income per share:
    
    $
    0.02
    
    
    $
    0.09
    
    
    $
    0.10
    
    
    $
    0.16Diluted:Net income per share:
    
    $
    0.02
    
    
    $
    0.09
    
    
    $
    0.10
    
    
    $
    0.15Weighted  average basic shares outstanding
    
    
    9,348,000
    
    
    
    9,312,000
    
    
    
    9,344,000
    
    
    
    9,299,000Weighted  average diluted shares outstanding
    
    
    9,413,000
    
    
    
    9,406,000
    
    
    
    9,411,000
    
    
    
    9,391,000
 See notes to consolidated financial statements.
 4




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##### Table of Contents



BREEZE-EASTERN CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
 (Unaudited)ASSETS
    
    September 28, 2008
    
    
    March 31, 2008CURRENT ASSETS:Cash and cash equivalents
    
    $
    2,712
    
    
    $
    1,876Accounts receivable (net of allowance for doubtful accounts of
$104 at September 28, 2008 and $101 at March 31, 2008)
    
    
    13,532
    
    
    
    19,733Inventories
    
    
    24,562
    
    
    
    18,227Prepaid expenses and other current assets
    
    
    395
    
    
    
    410Deferred income taxes
    
    
    7,375
    
    
    
    7,545Total current assets
    
    
    48,576
    
    
    
    47,791PROPERTY:Property, plant and equipment
    
    
    12,847
    
    
    
    13,226Less accumulated depreciation and amortization
    
    
    8,776
    
    
    
    9,393Property , plant and equipment  net
    
    
    4,071
    
    
    
    3,833OTHER ASSETS:Deferred income taxes
    
    
    13,471
    
    
    
    13,819Goodwill
    
    
    402
    
    
    
    402Real estate held for sale
    
    
    4,000
    
    
    
    4,000Other
    
    
    7,030
    
    
    
    6,345Total other assets
    
    
    24,903
    
    
    
    24,566TOTAL
    
    $
    77,550
    
    
    $
    76,190LIABILITIES AND STOCKHOLDERS EQUITY:CURRENT LIABILITIES:Revolving credit facility
    
    $
    2,400
    
    
    $
    2,920Current portion of long-term debt
    
    
    3,286
    
    
    
    3,057Accounts payable  trade
    
    
    6,327
    
    
    
    3,934Accrued compensation
    
    
    2,610
    
    
    
    2,952Accrued income taxes
    
    
    80
    
    
    
    353Accrued interest
    
    
    108
    
    
    
    136Other current liabilities
    
    
    5,264
    
    
    
    5,895Total current liabilities
    
    
    20,075
    
    
    
    19,247LONG-TERM DEBT PAYABLE TO BANKS
    
    
    19,714
    
    
    
    19,849OTHER LONG-TERM LIABILITIES
    
    
    9,631
    
    
    
    10,202COMMITMENTS AND CONTINGENCIES (Note 10)STOCKHOLDERS EQUITYPreferred stock  authorized, 300,000 shares; none issued
    
    
    
    
    
    
    Common stock  authorized, 14,700,000 shares of $.01 par value; issued,
9,778,097 at September 28, 2008 and 9,751,315 shares at March 31, 2008
    
    
    97
    
    
    
    97Additional paid-in capital
    
    
    93,424
    
    
    
    93,090Accumulated deficit
    
    
    (58,671
    )
    
    
    (59,580
    )Accumulated other comprehensive loss
    
    
    (16
    )
    
    
    (16
    )34,834
    
    
    
    33,591Less treasury stock, at cost - 412,731 at September 28, 2008 and 412,323 shares at
March 31, 2008
    
    
    (6,704
    )
    
    
    (6,699
    )Total stockholders equity
    
    
    28,130
    
    
    
    26,892TOTAL
    
    $
    77,550
    
    
    $
    76,190
 See notes to consolidated financial statements.
 5




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BREEZE-EASTERN CORPORATION
CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS
(UNAUDITED)
 Six months endedSeptember 28, 2008
    
    
    September 30, 2007Cash flows from operating activities:Net income
    
    $
    908
    
    
    $
    1,442Adjustments to reconcile net income to net cash
provided by operating activities:Write off of unamortized loan fees
    
    
    223
    
    
    
    Depreciation and amortization
    
    
    700
    
    
    
    590Noncash interest expense, net
    
    
    42
    
    
    
    53Stock based compensation
    
    
    323
    
    
    
    297Provision for losses on accounts receivable
    
    
    3
    
    
    
    2Deferred taxes-net
    
    
    518
    
    
    
    893Changes in assets and liabilities :Decrease in accounts receivable and other receivables
    
    
    6,198
    
    
    
    1,259Increase in inventories
    
    
    (6,335
    )
    
    
    (2,771
    )Increase in other assets
    
    
    (81
    )
    
    
    (599
    )Increase in accounts payable
    
    
    2,412
    
    
    
    993Decrease in accrued compensation
    
    
    (342
    )
    
    
    (908
    )Decrease in income taxes payable
    
    
    (273
    )
    
    
    (78
    )Decrease in other liabilities
    
    
    (1,278
    )
    
    
    (261
    )Net cash provided by operating activities
    
    
    3,018
    
    
    
    912Cash flows from investing activities:Capital expenditures
    
    
    (920
    )
    
    
    (232
    )Capitalized project costs
    
    
    (376
    )Decrease in restricted cash
    
    
    
    
    
    
    4Net cash used in investing activities
    
    
    (1,296
    )
    
    
    (228
    )Cash flows from financing activities:Payments on long-term debt
    
    
    (22,906
    )
    
    
    (3,532
    )Proceeds from long-term debt and borrowings
    
    
    23,000
    
    
    
    Net (repayments) borrowings of other debt
    
    
    (520
    )
    
    
    925Payment of debt issue costs
    
    
    (467
    )
    
    
    Expenses related to the private placement of common stock
    
    
    
    
    
    
    (5
    )Exercise of stock options
    
    
    7
    
    
    
    65Net cash used in financing activities
    
    
    (886
    )
    
    
    (2,547
    )Increase (decrease) in cash
    
    
    836
    
    
    
    (1,863
    )Cash at beginning of period
    
    
    1,876
    
    
    
    2,127Cash at end of period
    
    $
    2,712
    
    
    $
    264Supplemental information:Interest payments
    
    $
    778
    
    
    $
    1,790Income tax payments
    
    $
    418
    
    
    $
    147Non-cash financing activity for stock option exercise
    
    $
    
    
    
    $
    210Non-cash investing activity for capitalized project costs
    
    $
    14
    
    
    $
    210Non-cash investing activity for additions to property,
plant and equipment
    
    $
    141
    
    
    $
    252
 See notes to consolidated financial statements.
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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 Earnings Per Share
   Three Months Ended
    
    
    Six Months EndedSeptember 28,
    
    
    September 30,
    
    
    September 28,
    
    
    September 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Basic Earnings per
Common Share:Weighted-average common
stock outstanding for basic
earnings per share calculation
    
    
    9,348,000
    
    
    
    9,312,000
    
    
    
    9,344,000
    
    
    
    9,299,000Diluted Earnings per
Common Share:Weighted-average common
shares outstanding
    
    
    9,348,000
    
    
    
    9,312,000
    
    
    
    9,344,000
    
    
    
    9,299,000Stock options*
    
    
    65,000
    
    
    
    94,000
    
    
    
    67,000
    
    
    
    92,000Weighted-average common
stock outstanding for diluted
earnings per share calculation
    
    
    9,413,000
    
    
    
    9,406,000
    
    
    
    9,411,000
    
    
    
    9,391,000
 
 *
    
    During the three and six month periods ended September 28, 2008, options to purchase 164,000
shares of common stock and during the three and six month periods ended September 30, 2007,
options to purchase 26,000 and 64,000 shares of common stock, respectively, were not included
in the computation of diluted earnings per share because the exercise prices of the options
were greater than the average market price of the common share. 7




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##### Table of Contents



Stock-Based Compensation
      2009
    
    2008Dividend yield
    
    
    0.0
    %
    
    
    0.0
    %Volatility
    
    
    33.5
    %
    
    
    48.9
    %Risk-free interest rate
    
    
    3.6
    %
    
    
    4.7
    %Expected term of options (in years)
    
    
    7.0
    
    
    
    7.0
 8




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Aggregate
    
    Approximate
    
    WeightedIntrinsic
    
    Remaining
    
    AverageNumber
    
    Value
    
    Contractual
    
    Exerciseof Shares
    
    (in thousands)
    
    Term (Years)
    
    PriceOutstanding at March 31, 2008
    
    
    380,911
    
    
    $
    738
    
    
    
    6
    
    
    $
    9.90Granted
    
    
    82,000
    
    
    
    
    
    
    
    
    
    
    $
    10.60Exercised
    
    
    (1,000
    )
    
    $
    4
    
    
    
    
    
    
    $
    7.05Canceled or expired
    
    
    ( 7,000
    )
    
    
    
    
    
    
    
    
    
    $
    11.87Outstanding at September 28, 2008
    
    
    454,911
    
    
    $
    651
    
    
    
    6
    
    
    $
    10.00Options exercisable at September 28,
2008
    
    
    303,411
    
    
    $
    651
    
    
    
    5
    
    
    $
    9.40Unvested options expected to become
exercisable after September 28, 2008
    
    
    151,500
    
    
    $
    0
    
    
    
    9
    
    
    $
    11.20Shares available for future option
grants at
September 28, 2008 (a)
    
    
    356,936
 
 (a)
    
    May be decreased by restricted stock grants.     WeightedAverage GrantNumber of
    
    DateShares
    
    Fair ValueNon-vested at March 31, 2008
    
    
    26,899
    
    
    $
    12.17Granted
    
    
    25,782
    
    
    $
    10.63Vested
    
    
    (20,369
    )
    
    $
    12.36Cancelled
    
    
    (408
    )
    
    $
    12.04Non-vested at September 28, 2008
    
    
    31,904
    
    
    $
    10.80
 9




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Inventories
  September 28,
    
    March 31,2008
    
    2008Finished goods
    
    $
    
    
    
    $
    Work in process
    
    
    6,956
    
    
    
    3,782Purchased and manufactured parts
    
    
    17,606
    
    
    
    14,445Total
    
    $
    24,562
    
    
    $
    18,227
 Property and Related Depreciation
   Buildings
    
    
    10 to 33 yearsMachinery and equipment
    
    
    3 to 10 yearsFurniture and fixtures
    
    
    3 to 10 yearsComputer hardware and software
    
    
    3 to 5 years
 Product Warranty Costs
  Balance at March 31, 2008
    
    $
    397Warranty costs incurred
    
    
    (95
    )Change in estimates to pre-existing warranties
    
    
    (166
    )Product warranty accrual
    
    
    93Balance at September 28, 2008
    
    $
    229
 10




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Income Taxes
      11




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##### Table of Contents



Debt
  September28, 2008
    
    
    March31, 2008Senior Credit Facility
    
    $
    25,400
    
    
    $
    25,826Less current maturities
    
    
    5,686
    
    
    
    5,977Total long-term debt
    
    $
    19,714
    
    
    $
    19,849
 Senior Credit Facility-
   Interest Rate Swap
  12




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Former Senior Credit Facility 
 Employee Benefit Plans
    13




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##### Table of Contents



Postretirement BenefitsThree Months Ended
    
    
    Six Months EndedSeptember 28,
    
    
    September 30,
    
    
    September 28,
    
    
    September 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Components of net
periodic benefit
costs:Interest cost
    
    $
    12
    
    
    $
    13
    
    
    $
    23
    
    
    $
    26Amortization of net
(gain) loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net periodic
benefit cost
    
    $
    12
    
    
    $
    13
    
    
    $
    23
    
    
    $
    26
 Pension PlanThree Months Ended
    
    
    Six Months EndedSeptember 28,
    
    
    September 30,
    
    
    September 28,
    
    
    September 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Components of net
periodic benefit
costs:Interest Cost
    
    $
    53
    
    
    $
    45
    
    
    $
    108
    
    
    $
    89Amortization of net
(gain) loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net periodic
benefit cost
    
    $
    53
    
    
    $
    45
    
    
    $
    108
    
    
    $
    89
 New Accounting Standards
   14




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15




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Contingencies
 Environmental Matters
    16




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Litigation
 Segment, Geographic Location and Customer Information
   Three Months Ended
    
    
    Six Months EndedSeptember 28,
    
    
    September 30,
    
    
    September 28,
    
    
    September 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Hoist and Winch
    
    $
    9,137
    
    
    $
    12,286
    
    
    $
    17,696
    
    
    $
    24,030Cargo Hooks
    
    
    1,865
    
    
    
    3,866
    
    
    
    5,656
    
    
    
    6,491Weapons Handling
    
    
    2,271
    
    
    
    879
    
    
    
    2,809
    
    
    
    2,427Other Sales
    
    
    1,234
    
    
    
    209
    
    
    
    2,314
    
    
    
    547Total
    
    $
    14,507
    
    
    $
    17,240
    
    
    $
    28,475
    
    
    $
    33,495
 17




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Three Months Ended
    
    
    Six Months EndedSeptember 28,
    
    
    September 30,
    
    
    September 28,
    
    
    September 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Location:United States
    
    $
    9,032
    
    
    $
    9,022
    
    
    $
    18,253
    
    
    $
    17,694England
    
    
    439
    
    
    
    385
    
    
    
    821
    
    
    
    1,700Italy
    
    
    1,311
    
    
    
    2,748
    
    
    
    2,573
    
    
    
    4,924Other European
Countries
    
    
    1,248
    
    
    
    2,587
    
    
    
    2,214
    
    
    
    4,251Pacific and Far East
    
    
    1,109
    
    
    
    883
    
    
    
    1,607
    
    
    
    1,514Other non-United
States
    
    
    1,368
    
    
    
    1,615
    
    
    
    3,007
    
    
    
    3,412Total
    
    $
    14,507
    
    
    $
    17,240
    
    
    $
    28,475
    
    
    $
    33,495
 
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995 and Section 21E of
the Securities Exchange Act of 1934:
  Forward Looking Statements
   18




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General
   Results of Operations
 Three
Months Ended September 28, 2008 Compared with Three Months Ended September 30, 2007 (in thousands)
 Three Months EndedSeptember 28,
    
    
    September 30,
    
    
    Increase (decrease)2008
    
    
    2007
    
    
    $
    
    
    %New Equipment
    
    $
    7,467
    
    
    $
    9,461
    
    
    $
    (1,994
    )
    
    
    (21.1
    )Spare Parts
    
    
    2,758
    
    
    
    4,297
    
    
    
    (1,539
    )
    
    
    (35.8
    )Overhaul and Repair
    
    
    3,127
    
    
    
    3,457
    
    
    
    (330
    )
    
    
    (9.5
    )Engineering Services
    
    
    1,155
    
    
    
    25
    
    
    
    1,130
    
    
    
    4,520.0Net Sales
    
    
    14,507
    
    
    
    17,240
    
    
    
    (2,733
    )
    
    
    (15.9
    )Cost of Sales
    
    
    8,637
    
    
    
    10,006
    
    
    
    (1,369
    )
    
    
    (13.7
    )Gross Profit
    
    
    5,870
    
    
    
    7,234
    
    
    
    (1,364
    )
    
    
    (18.9
    )General,
administrative and
selling expenses
    
    
    4,636
    
    
    
    4,953
    
    
    
    (317
    )
    
    
    (6.4
    )Interest expense
    
    
    385
    
    
    
    892
    
    
    
    (507
    )
    
    
    (56.8
    )Loss on
extinguishment of
debt
    
    
    551
    
    
    
    
    
    
    
    551
    
    
    
    N/ANet income
    
    $
    143
    
    
    $
    801
    
    
    $
    (658
    )
    
    
    (82.1
    )
 Net Sales
 19




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Cost of Sales.
 Gross Profit
 General, administrative and selling expenses
 Interest expense
 20




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##### Table of Contents



Loss on Extinguishment of Debt.
 Net Income
 New orders
   Backlog
 21




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Six Months Ended September 28, 2008 Compared with Six Months Ended September 30, 2007 (in
thousands)
 Six Months EndedSeptember 28,
    
    
    September 30,
    
    
    Increase (decrease)2008
    
    
    2007
    
    
    $
    
    
    %New Equipment
    
    $
    13,746
    
    
    $
    18,011
    
    
    $
    (4,265
    )
    
    
    (23.7
    )Spare Parts
    
    
    5,687
    
    
    
    8,086
    
    
    
    (2,399
    )
    
    
    (29.7
    )Overhaul and Repair
    
    
    6,936
    
    
    
    7,104
    
    
    
    (168
    )
    
    
    (2.4
    )Engineering Services
    
    
    2,106
    
    
    
    294
    
    
    
    1,812
    
    
    
    616.3Net Sales
    
    
    28,475
    
    
    
    33,495
    
    
    
    (5,020
    )
    
    
    (15.0
    )Cost of Sales
    
    
    16,583
    
    
    
    19,844
    
    
    
    (3,261
    )
    
    
    (16.4
    )Gross Profit
    
    
    11,892
    
    
    
    13,651
    
    
    
    (1,759
    )
    
    
    (12.9
    )General,
administrative and
selling expenses
    
    
    8,863
    
    
    
    9,355
    
    
    
    (492
    )
    
    
    (5.3
    )Interest expense
    
    
    824
    
    
    
    1,824
    
    
    
    (1,000
    )
    
    
    (54.8
    )Loss on
extinguishment of
debt
    
    
    551
    
    
    
    
    
    
    
    551
    
    
    
    N/ANet income
    
    $
    908
    
    
    $
    1,442
    
    
    $
    (534
    )
    
    
    (37.0
    )
 Net Sales
    Cost of Sales.
 22




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##### Table of Contents



Gross Profit
 General, administrative and selling expenses
 Interest expense
 Loss on Extinguishment of Debt.
 Net Income
 New orders
   23




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##### Table of Contents



Backlog
 Liquidity and Capital Resources
     Working Capital
  24




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##### Table of Contents



Capital Expenditures
   Senior Credit Facility
 Senior Credit Facility 
  25




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Interest Rate Swap
  Tax Benefits from Net Operating Losses
    26




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##### Table of Contents



Summary Disclosure About Contractual Obligations and Commercial Commitments
  Payments Due By PeriodLess Than
    
    
    
    
    
    
    
    
    
    
    More ThanTotal
    
    
    1 Year
    
    
    1-3 Years
    
    
    3-5 Years
    
    
    5 YearsDebt principal
repayments (a)
    
    $
    23,000
    
    
    $
    3,286
    
    
    $
    6,571
    
    
    $
    13,143
    
    
    $
    Estimated interest
payments on
long-term debt (b)
    
    
    3,259
    
    
    
    957
    
    
    
    1,464
    
    
    
    838
    
    
    
    Operating leases
    
    
    667
    
    
    
    480
    
    
    
    184
    
    
    
    3
    
    
    
    FIN48 obligations,
including interest
and penalties (c)
    
    
    350
    
    
    
    350
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    27,276
    
    
    $
    5,073
    
    
    $
    8,219
    
    
    $
    13,984
    
    
    $
    
 
 (a)
    
    Obligations for long-term debt reflect the requirements of the term loan under the Senior
Credit Facility. See Note 7 of Notes to Unaudited Consolidated Financial Statements included
elsewhere in this Report.(b)
    
    Estimated interest payments on long-term debt reflect the scheduled interest payments of the
term loans under the Senior Credit Facility and assume an effective weighted average interest
rate of 4.58%, the Companys estimated blended interest rate at September 28, 2008.(c)
    
    The FIN 48 obligations shown in the table above represents unrecognized tax benefits. See
Note 6 of Notes to Unaudited Consolidated Financial Statements included elsewhere in this
Report. Inflation
  Environmental Matters
  27




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28




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##### Table of Contents



Litigation
  Recently Issued Accounting Standards
      29




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##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
 Item 4. Controls and Procedures
  30




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##### Table of Contents



PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 4. Submission of Matters to a Vote of Security Holders
    Director Nominee
    
    Votes For
    
    WithheldWilliam H. Alderman
    
    
    8,133,554
    
    
    
    4,546Charles W. Grigg
    
    
    7,923,710
    
    
    
    214,390Jay R. Harris
    
    
    8,133,323
    
    
    
    4,777William J. Recker
    
    
    7,936,799
    
    
    
    201,301
 31




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##### Table of Contents



Director Nominee
    
    Votes For
    
    WithheldRussell M. Sarachek
    
    
    8,133,128
    
    
    
    4,972William M. Shockley
    
    
    7,924,017
    
    
    
    214,083Frederick Wasserman
    
    
    7,785,470
    
    
    
    352,630Robert L.G. White
    
    
    8,133,615
    
    
    
    4,485
  
 Item 6. Exhibits
 31.1
    
    Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32
    
    Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 SIGNATURES
  BREEZE-EASTERN CORPORATION
                     (Registrant)Dated:  November 4, 2008
    By:
    /s/  Joseph F. SpanierJoseph F. Spanier, Executive Vice President,Chief Financial Officer and Treasurer * 
 *
    
    On behalf of the Registrant and as Principal Financial and Accounting Officer. 32